Facilitating corporate tenders/dutch auction tenders and computer-implemented methods and computer systems thereof

ABSTRACT

In some embodiments, the instant invention provides a programmed system having a computer programmed with software instructions that include at least: code to receive an electronic Tender voting request to conduct a Tender voting; where the Tender voting is limited to a plurality of employees who has owned shares of an issuer at a record date via at least one of: i) at least one 401K plan, and ii) at least one employee stock ownership plan (ESOP); where the Tender voting is selected from the group of Tender voting types consisting of: i) a Tender offer, ii) an All-or-None Tender offer, and iii) a Dutch Tender auction; code to identify the plurality of employees; code to generate a plurality of programmed visual computer screens to allow the plurality of employees to submit Tender votes; and code to dynamically output a report identifying a progress of the Tender voting.

RELATED APPLICATIONS

This application is a continuation of U.S. patent application Ser. No.17/476,021, file Sep. 15, 2021, which is a continuation of U.S. patentapplication Ser. No. 16/293,148, filed Mar. 5, 2019, which is acontinuation of U.S. patent application Ser. No. 14/670,876, filed Mar.27, 2015, which is a continuation of U.S. patent application Ser. No.14/217,197, filed Mar. 17, 2014, now U.S. Pat. No. 9,009,062, whichclaims priority of U.S. Provisional Application Ser. No. 61/799,063,filed Mar. 15, 2013, which are incorporated herein by reference in theirentirety for all purposes.

TECHNICAL FIELD

In some embodiments, the present invention relates to facilitatingcorporate tenders/Dutch auction tenders and computer-implemented methodsand computer systems utilized for running the corporate tenders/Dutchauction tenders.

BACKGROUND

Typically, a tender offer is a broad solicitation by a company or athird party to purchase a substantial percentage of a company's Section12 registered equity shares or units for a limited period of time.Typically, the offer is at a fixed price, usually at a premium over thecurrent market price, and is customarily contingent on shareholderstendering a fixed number of their shares or units. Typically, under theSecurities Exchange Act of 1934, parties who will own more than fivepercent of a class of the company's securities after making a tenderoffer for securities registered under the Exchange Act must file aSchedule TO with the SEC. Typically, the SEC also requires any personacquiring more than five percent of a voting class of a company'sSection 12 registered equity securities directly or by tender offer tofile a Schedule 13D.

Typically, the filings required by Section 14(d) of the Exchange Act andRegulation 14D provide information to the public about persons otherthan the company who make a tender offer. Typically, the company that isthe subject of the takeover must file with the SEC its response to thetender offer on Schedule 14D-9. Typically, the rules also set timelimits for the tender offer and provide other protections toshareholders. Typically, when a public company makes a tender offer fora class of its own equity securities, it similarly must file a ScheduleTO and may also need to file a Schedule 13E-3. Typically, except for theanti-fraud and a few other provisions of Regulation 14E, the SEC'stender offer rules generally do not apply to tender offers that resultin ownership of five percent or less of the outstanding shares—alsoknown as “mini-tender offers.”

Typically, Dutch auction share repurchase allows firms an alternative tothe fixed price tender offer when executing a tender offer sharerepurchase. Typically, a Dutch auction offer specifies a price rangewithin which the shares will ultimately be purchased. Typically,shareholders are invited to tender their stock, if they desire, at anyprice within the stated range. Typically, the firm then compiles theseresponses, creating a supply curve for the stock. Typically, thepurchase price is the lowest price that allows the firm to buy thenumber of shares sought in the offer, and the firm pays that price toall investors who tendered at or below that price. Typically, if thenumber of shares tendered exceeds the number sought, then the companypurchases less than all shares tendered at or below the purchase priceon a pro rata basis to all who tendered at or below the purchase price.Typically, if too few shares are tendered, then the firm either cancelsthe offer (provided it had been made conditional on a minimumacceptance), or it buys back all tendered shares at the maximum price.An example of a Dutch auction is when the auctioneer starts at $2,000for an object. If there are no bidders, the price is lowered by $100.The object will be sold once a bidder accepts the last price announcedby the auctioneer, say $1,500.

BRIEF SUMMARY OF INVENTION

In some embodiments, the instant invention provides a the instantinvention provides a computer-implemented method that includes at leaststeps of: receiving, by a specifically programed processing computersystem, an electronic Tender voting request to conduct at least oneTender voting; where the electronic Tender voting request identifies atleast the following: i) at least one security of at least one issuer,and ii) a Tender deadline for the at least one Tender voting to submitTender votes, iii) at least one condition of the at least one Tendervoting; where the at least one Tender voting is limited to a pluralityof employees who has owned shares of the at least one issuer at a recorddate via at least one of: i) at least one 401K plan, and ii) at leastone employee stock ownership plan (ESOP); where the at least one Tendervoting is selected from the group of Tender voting types consisting of:i) a Tender offer, ii) an All-or-None Tender offer, and iii) a DutchTender auction; based on the electronic Tender voting request,identifying, by the specifically programed processing computer system,the plurality of employees who own the shares of the at least one issueron the record date; generating, by the specifically programed processingcomputer system, a Tender control number for each employee of theplurality of employees; where the Tender control number includes atleast at least one Tender tag; where the Tender control number isassociated in data records with at least: i) such employee, and ii) anamount of the shares of the at least one issuer that such employee hasowned on the record date; transmitting, by the specifically programedprocessing computer system, to each employee of the plurality ofemployees, a Tender vote invitation to submit a Tender vote in the atleast one Tender voting; where the Tender vote invitation includes atleast the Tender control number encoded within the Tender voteinvitation; receiving, by the specifically programed processing computersystem, the Tender control number from a respective employee; inresponse to the receiving the Tender control number, generating, by thespecifically programed processing computer system, a plurality ofprogrammed visual computer screens to allow such respective employee tosubmit the Tender vote; where the plurality of programmed visualcomputer screens are configured to at least: i) show at least one entrychoice based on a particular Tender voting type, ii) automaticallycalculate at least the following: a reminder of shares to be Tendervoted based on a number of shares identified by such respective employeein a first entry choice; a total percentage of shares allocated by suchrespective employee during the Tender voting; iii) confirm suchrespective employee's Tender vote; iv) allow such respective employee toautomatically change a previous Tender vote when such respectiveemployee revises the previous Tender vote before the Tender deadline;recording, in real time, by the specifically programed processingcomputer system, a plurality of Tender votes of the plurality ofemployees as submitted Tender votes; and dynamically outputting, by thespecifically programed processing computer system, at least one reportidentifying a progress of the at least one Tender voting.

In some embodiments, the at least one report can be based on at leastone of the following criteria: i) a security name, ii) a job number,iii) an election date, iv) an election time, v) a CUSIP, vi) at leastone class, vii) an account number, viii) a number of shares, ix) apercentage tendered, x) a percentage not tendered, xi) Tendered shares,xii) the Tender control number, and

xiii) election shares. In some embodiments, the at least one report canbe based on at least one of the following: i) historical informationregarding all instructions for every Tender control number; and ii)cumulative information regarding a final instruction for every Tendercontrol number. In some embodiments, the plurality of programmed visualcomputer screens are further configured to at least: generate at leastone error message when at least one submission of such respectiveemployee for the at least one entry choice violates at least onepre-determine Tender rule, Tender calculation, or both. In someembodiments, the Tender vote invitation includes at least at least oneURL encoded with the Tender control number. In some embodiments, thereceiving the Tender control number from such respective employeefurther includes at least: receiving the Tender control number inresponse to an activation at least one URL encoded with the Tendercontrol number by such respective employee. In some embodiments, theTender vote invitation includes at least at least one visualpresentation code encoded with the Tender control number.

In some embodiments, the instant invention provides a specificallyprogrammed system that includes at least the following components: atleast one programmed computer, having a non-transient computer tangiblereadable medium having stored thereon software instructions executableby at least one processor of the computer, where the softwareinstructions include at least: code to receive an electronic Tendervoting request to conduct at least one Tender voting; where theelectronic Tender voting request identifies at least the following: i)at least one security of at least one issuer, and ii) a Tender deadlinefor the at least one Tender voting to submit Tender votes, iii) at leastone condition of the at least one Tender voting; where the at least oneTender voting is limited to a plurality of employees who has ownedshares of the at least one issuer at a record date via at least one of:i) at least one 401K plan, and ii) at least one employee stock ownershipplan (ESOP); where the at least one Tender voting is selected from thegroup of Tender voting types consisting of: i) a Tender offer, ii) anAll-or-None Tender offer, and iii) a Dutch Tender auction; based on theelectronic Tender voting request, code to identify the plurality ofemployees who own the shares of the at least one issuer on the recorddate; code to generate a Tender control number for each employee of theplurality of employees; where the Tender control number includes atleast at least one Tender tag; where the Tender control number isassociated in data records with at least: i) such employee, and ii) anamount of the shares of the at least one issuer that such employee hasowned on the record date; code to transmit, to each employee of theplurality of employees, a Tender vote invitation to submit a Tender votein the at least one Tender voting; where the Tender vote invitationincludes at least the Tender control number encoded within the Tendervote invitation; code to receive the Tender control number from arespective employee; in response to the receiving the Tender controlnumber, code to generate a plurality of programmed visual computerscreens to allow such respective employee to submit the Tender vote;where the plurality of programmed visual computer screens are configuredto at least: i) show at least one entry choice based on a particularTender voting type, ii) automatically calculate at least the following:a reminder of shares to be Tender voted based on a number of sharesidentified by such respective employee in a first entry choice; a totalpercentage of shares allocated by such respective employee during theTender voting; iii) confirm such respective employee's Tender vote; iv)allow such respective employee to automatically change a previous Tendervote when such respective employee revises the previous Tender votebefore the Tender deadline; code to record, in real time, a plurality ofTender votes of the plurality of employees as submitted Tender votes;and code to dynamically output at least one report identifying aprogress of the at least one Tender voting.

BRIEF DESCRIPTION OF THE DRAWINGS

The present invention will be further explained with reference to theattached figures. The figures constitute a part of this specificationand include illustrative embodiments of the present invention andillustrate various objects and features thereof. Specific functionaldetails disclosed herein are not to be interpreted as limiting, butmerely as a representative basis for teaching one skilled in the art tovariously employ the present invention.

FIGS. 1-17 show screenshots that illustrates various aspects of someembodiments of the invention.

FIGS. 18-21 illustrate schematics of exemplary computer systems inaccordance with some embodiments of the invention.

The figures constitute a part of this specification and includeillustrative embodiments of the present invention and illustrate variousobjects and features thereof. Further, the figures are not necessarilyto scale, some features may be exaggerated to show details of particularcomponents. In addition, any measurements, specifications and the likeshown in the figures are intended to be illustrative, and notrestrictive. Therefore, specific structural and functional detailsdisclosed herein are not to be interpreted as limiting, but merely as arepresentative basis for teaching one skilled in the art to variouslyemploy the present invention.

DETAILED DESCRIPTION

Among those benefits and improvements that have been disclosed, otherobjects and advantages of this invention can become apparent from thefollowing description taken in conjunction with the accompanyingfigures. Detailed embodiments of the present invention are disclosedherein; however, it is to be understood that the disclosed embodimentsare merely illustrative of the invention that may be embodied in variousforms. In addition, each of the examples given in connection with thevarious embodiments of the invention which are intended to beillustrative, and not restrictive. Any alterations and furthermodifications of the inventive feature illustrated herein, and anyadditional applications of the principles of the invention asillustrated herein, which can normally occur to one skilled in therelevant art and having possession of this disclosure, are to beconsidered within the scope of the invention.

Throughout the specification and claims, the following terms take themeanings explicitly associated herein, unless the context clearlydictates otherwise. The phrases “in one embodiment” and “in someembodiments” as used herein do not necessarily refer to the sameembodiment(s), though it may. Furthermore, the phrases “in anotherembodiment” and “in some other embodiments” as used herein do notnecessarily refer to a different embodiment, although it may. Thus, asdescribed below, various embodiments of the invention may be readilycombined, without departing from the scope or spirit of the invention.

In addition, as used herein, the term “or” is an inclusive “or”operator, and is equivalent to the term “and/or,” unless the contextclearly dictates otherwise. The term “based on” is not exclusive andallows for being based on additional factors not described, unless thecontext clearly dictates otherwise. In addition, throughout thespecification, the meaning of “a,” “an,” and “the” include pluralreferences. The meaning of “in” includes “in” and “on.”

In some embodiments, the inventive systems of the instant inventionfacilitate the Election Process of a Corporate Action (C/A). In someembodiments, since there are many variation of C/As, in someembodiments, the inventive systems of the instant invention accommodatethe issuer's requirement and/or the event. In some embodiments, theinventive systems of the instant invention can handle a variety ofdifferent event types with multiple election options.

For purposes of this description, in some embodiments, the term “recorddate” is directed to a date on which books of a issuer are closed duringthe process of identifying the owners for purposes of engaging them inone or more of corporate actions. For example, only the commonstockholders who are listed on the record date will receive aninvitation to vote.

In some embodiments, the inventive systems and computer methods of theinstant invention facilitate at least one of the following corporateactions: Tender, All or None Tender, and/or Dutch Tender auction. Insome embodiments, the inventive systems and computer methods of theinstant invention can additionally facilitate corporate actions of anElection and/or Exchange. In some embodiments, the term “Exchange” isdirected to one for one or, a ratio distribution of one company foranother. In some embodiments, the term “Exchange/Acquisition Offer” isdirected to an offer made by a corporation to exchange one issue of itssecurities for another, (e.g. equity shares for a debt issue). It couldalso be an attempt by one company to gain control of another company byobtaining a percentage of issued and outstanding shares. The acquiringcompany will offer shares of its own company in exchange for shares ofthe other firm.

In some embodiments, the inventive systems and computer methods of theinstant invention can additionally facilitate corporate actions ofConversion. In some embodiments, the term “Conversion” is directed tothe exchange of equity or debt for a different class of equity or debt.Conversion privileges generally have an expiration date after which theshareholder still retains ownership in the original security.

In some embodiments, the inventive systems and computer methods of theinstant invention can additionally facilitate corporate actions ofRedemption. In some embodiments, the term “Redemption” is directed tothe liquidation of a debt issue on or before the maturity date.Typically, Redemptions may be called in part or in their entirety.

In some embodiments, the inventive systems of the instant invention willreceive multiple files initial and subsequent refresh files that willupdate account holder positions. In some embodiments, the files will becategorized by separate plans (e.g., hourly, salary employees) and willbe loaded to the job to different stock classes to distinguish one planversus another.

In some embodiments, the inventive systems of the instant inventionreceive custom cards that will contain election options rather thanvoting proposals. In some embodiments, the inventive systems of theinstant invention can utilize proposal classification codes that mayinclude 033333—Tender Offer and/or 044444—Dutch Tender Offer. In someembodiments, for Dutch Tender, the tender proposal will not be coded. Insome embodiments, the application will automatically insert thisproposal at the end of the proposal list. In some embodiments, this is acalculated value and will not be captured. In some embodiments, it isused for display purposes only.

In some embodiments, shares subject to the corporate actions inaccordance with some embodiments of the instant invention (e.g., TenderOffer, All or None Tender Offer, Dutch Tender Offer, etc.) can be ownedby at least 50 of individual and/or entities (e.g., who are customers offinancial-related entities such as banks, brokerages, etc.). In someembodiments, shares subject to the corporate actions in accordance withsome embodiments of the instant invention (e.g., Tender Offer, All orNone Tender Offer, Dutch Tender Offer, etc.) can be owned by at least100 of individual and/or entities (e.g., who are customers offinancial-related entities such as banks, brokerages, etc.). In someembodiments, shares subject to the corporate actions in accordance withsome embodiments of the instant invention (e.g., Tender Offer, All orNone Tender Offer, Dutch Tender Offer, etc.) can be owned by at least1,000 of individual and/or entities (e.g., who are customers offinancial-related entities such as banks, brokerages, etc.). In someembodiments, shares subject to the corporate actions in accordance withsome embodiments of the instant invention (e.g., Tender Offer, All orNone Tender Offer, Dutch Tender Offer, etc.) can be owned by at least10,000 of individual and/or entities (e.g., who are customers offinancial-related entities such as banks, brokerages, etc.). In someembodiments, shares subject to the corporate actions in accordance withsome embodiments of the instant invention (e.g., Tender Offer, All orNone Tender Offer, Dutch Tender Offer, etc.) can be owned by at least100,000 of individual and/or entities (e.g., who are customers offinancial-related entities such as banks, brokerages, etc.). In someembodiments, shares subject to the corporate actions in accordance withsome embodiments of the instant invention (e.g., Tender Offer, All orNone Tender Offer, Dutch Tender Offer, etc.) can be owned by at least1,000,000 of individual and/or entities (e.g., who are customers offinancial-related entities such as banks, brokerages, etc.).

In some embodiments, shares subject to the corporate actions inaccordance with some embodiments of the instant invention (e.g., TenderOffer, All or None Tender Offer, Dutch Tender Offer, etc.) can be ownedby at least 50 employees who own the shares through 401K and/or EmployeeStock Ownership Plan(s) (ESOP(s)). In some embodiments, shares subjectto the corporate actions in accordance with some embodiments of theinstant invention (e.g., Tender Offer, All or None Tender Offer, DutchTender Offer, etc.) can be owned by at least 100 employees who own theshares through 401K and/or ESOP(s). In some embodiments, shares subjectto the corporate actions in accordance with some embodiments of theinstant invention (e.g., Tender Offer, All or None Tender Offer, DutchTender Offer, etc.) can be owned by at least 1,000 employees who own theshares through 401K and/or ESOP(s). In some embodiments, shares subjectto the corporate actions in accordance with some embodiments of theinstant invention (e.g., Tender Offer, All or None Tender Offer, DutchTender Offer, etc.) can be owned by at least 10,000 employees who ownthe shares through 401K and/or ESOP(s). In some embodiments, sharessubject to the corporate actions in accordance with some embodiments ofthe instant invention (e.g., Tender Offer, All or None Tender Offer,Dutch Tender Offer, etc.) can be owned by at least 100,000 employees whoown the shares through 401K and/or ESOP(s). In some embodiments, sharessubject to the corporate actions in accordance with some embodiments ofthe instant invention (e.g., Tender Offer, All or None Tender Offer,Dutch Tender Offer, etc.) can be owned by at least 1,000,000 employeeswho own the shares through 401K and/or ESOP(s).

In some embodiments, there can be at least 100,000 shares subject to thecorporate actions in accordance with some embodiments of the instantinvention (e.g., Tender Offer, All or None Tender Offer, Dutch TenderOffer, etc.). In some embodiments, there can be at least 1,000,000shares subject to the corporate actions in accordance with someembodiments of the instant invention (e.g., Tender Offer, All or NoneTender Offer, Dutch Tender Offer, etc.). In some embodiments, there canbe at least 10,000,000 shares subject to the corporate actions inaccordance with some embodiments of the instant invention (e.g., TenderOffer, All or None Tender Offer, Dutch Tender Offer, etc.). In someembodiments, there can be at least 100,000,000 shares subject to thecorporate actions in accordance with some embodiments of the instantinvention (e.g., Tender Offer, All or None Tender Offer, Dutch TenderOffer, etc.).

In some embodiments, the inventive systems of the instant invention arespecifically programmed for the tender offers and voting so that thatthey can be identified by the back end as Reorg (reorganization) optionsand the front end (a custom voting website such as ProxyVote.com). Insome embodiments, the number of proposals will vary depending on one ofthe two event types 1) Tender and 2) Dutch auction tender.

In some embodiments, the cards will request that the shareholder maketheir election on the web or mail back the completed card. In someembodiments, the shareholder will be asked to select one box if they donot wish to tender or select a different box if they wish to tender. Insome embodiments, if a shareholder selects the box that they wish totender they will be asked to indicate on a line the percentage (%) ofshares they wish to tender, this last step would be expanded for Dutchauction events, so that the shareholder can select a price from a set ofpre determined prices listed on the card. In some embodiments, eachprice would have to be designated as another proposal on ProxyPlus. Ineither case the grand total of tender % and Not-Tender % should alwaysequal to 100%.

In some embodiments, the inventive systems of the instant inventionreceive all of the shareholder elections via a customized “ProxyVote”website (e.g., via unique control number generated from mailing) thatare either entered by the shareholder directly or by a scanning a papercard that the shareholder mails in. In some embodiments, the inventivesystems of the instant invention, via a specifically programmed computerinterface, capture all entered elections on a cumulative basisthroughout the life of the tender offer until the designated ExpirationDate (equivalent to cut off date). In some embodiments, the inventivesystems of the instant invention provide a specifically programmed workbench tool that can be utilized to extract a report of all of thecaptured elections; this report can be sent to a recipient on a periodicbasis (e.g., daily, etc.) via a secured site. In some embodiments, theinventive systems of the instant invention automatically generate thereport of all of the captured elections based on one or morepre-determined criteria.

In some embodiments, the inventive systems of the instant inventionelectronically receives/obtains refresh files that include TIN numbers,and updated share quantities, which can be provided by at least one of:custodians of beneficial shareholders, issuers, and an entity who is nota custodian of beneficial shareholders or issuer. In some embodiments,the inventive systems of the instant invention allows to import therefresh files by data entries as account adjustments utilizing the 205screen. In some embodiments, the inventive systems and methods of theinstant invention utilize an “election” report allows to apply theelected percentage quantities to the updated positions.

In some embodiments, the inventive systems and methods of the instantinvention address the security concerns as described below, but are notlimited to.

Input Validation

In some embodiments, all input coming from various electronic sources(e.g., webpages, etc.) can be validated for length and format prior touse.

Output Encoding

In some embodiments, the inventive systems and methods of the instantinvention can utilize encoding to encode any dynamic data being shown toan end user, using the ESAPI library or a similar suitable technique.

JSession Cookie Security

In some embodiments, the inventive systems and methods of the instantinvention can utilize JSession cookie that is HTTPOnly and secure.

SQL Injection

In some embodiments, the inventive systems and methods of the instantinvention can utilize stored procedures to access at least one database(e.g., Oracle database, MS SQL, etc.). In some embodiments, allparameters sent to the stored procedure will be properly escaped toprevent SQL Injection attacks.

Frame Busting Code

In some embodiments, the inventive systems and methods of the instantinvention can utilize webpages that are never displayed within aniframe. In some embodiments, the X-Frame-Options header can be set toDENY and the inventive systems and methods of the instant invention canutilize JavaScript to make sure that the inventive tender offer webpageis the top frame.

Exception Handling

In some embodiments, the inventive systems and methods of the instantinvention can handle all exceptions and errors from code that isspecially programed so that no sensitive information being displayed tothe user.

Directory Indexing

In some embodiments, the inventive systems and methods of the instantinvention can disable a Directory Indexing feature for the JVM that isutilized to display information through a specifically programed userinterface (e.g., a webpage)

Form Auto Completion

In some embodiments, the inventive systems and methods of the instantinvention can utilize specifically programed web forms that have theautocomplete attribute set to “off.”

FIG. 1 illustrates an illustrative flow diagram of an exemplary tenderoffer process in accordance with some embodiments of the instantinvention. The exemplary tender offer process of FIG. 1 show thefollowing components.

Data Feeds:

-   -   1.1—Mainframe Meeting and Agenda related information is loaded        into VSAM/082 at the end of the night cycle.    -   1.2—Data is pulled from a Mainframe and sent down and loaded        into Oracle.    -   1.3—24×7 data (control numbers) are sent down and loaded to        Oracle nightly after the Print process runs.

Authentication:

-   -   2.1—Shareholder logs into ProxyVote.com with a Control Number.    -   2.2—Proxy Vote validates the control number check digit by        passing it to Oracle Stored Procedure and on successful        validation passes the Control Number to a Mainframe program to        authenticate control number and retrieve associated information.    -   2.3—The Mainframe program references VSAM data store.    -   2.4—Agenda related information is pulled from Oracle database        and displayed on the site (originated from 1.2).

Tender Your Shares:

-   -   3.1—Shareholder submits and confirms their        tendering/not-tendering shares (i.e., Votes).    -   3.2—Each Vote is logged in Oracle with a status of indicator to        identify as a Tender Shares and not proxy votes (i.e., votes for        regular corporate events such as annual meeting).

Reconciliation:

-   -   4.1—Batch process that runs daily to compute the        tendered/non-tendered share amounts in daily cumulative will        generate tender files and sftp to a secure location.    -   4.2—a recipient (e.g., Broadridge CSR) can retrieve the file        from secured location.

In some embodiments, the inventive systems and methods of the instantinvention can utilize on-demand report generation, for example, througha programmed tool of an administrative program (e.g., Proxy Work Bench).

In some embodiments, an entry to the Tender election website will be via12 digit control number. In some embodiments, if the control number isnot found, an error message will be displayed to the user. In someembodiments, the error message may include:

Text:

In some embodiments, a VOTE TENDER programmed page (e.g., a webpage,mobile app page) includes at least the following.

-   -   1) A Tender Election Section

In some embodiments, the Tender election section includes at least oneof the following.

-   -   A) In some embodiments, the tender election section will be        based on a selection of a percentage of shares to tender. In        some embodiments, any range of tender values is allowable from        0% to 100%.    -   B) In some embodiments, there will be a calculation window next        to the a entry/box “Amount to Tender %” that will reflect the        amount of shares not tendered. In some embodiments, this will be        a display-only field and will automatically calculate based upon        the difference between 100% and the amount in the “Shares to        Tender” box. In one non-limiting example: Shares to Tender=50%,        then Shares Not Tendered=50%.    -   C) In some embodiments, a submitted election of 0% will be        recorded as a “Do Not Tender” election. In some embodiments, in        this scenario the Shares not Tendered would reflect 100%. In        some embodiments, if no value (null) is entered and submit, a        message would be displayed such as:

Text:

In some embodiments, the webpage will contain instructional language toinform the shareholder how to vote all, part or none of their shares:

Text:

In some embodiments, the inventive systems and methods of the instantinvention can utilize a rule that a user may not tender greater that100% of owned shares. In some embodiments, this can be controlled by,but is not limited to, using a screen editing, using a fixed scroll,and/or by setting 0 to 100%, not presenting a value greater than 100.

In some embodiments, rule that users will be allowed to re-vote theirshares as many times as they wish, up to the cutoff date and time.

In some embodiments, the inventive systems and methods of the instantinvention can utilize a rule that a last vote in before cutoff is theprevailing instruction. If the user attempts to vote past the cutoff, anerror message will be displayed such as:

Text:

In some embodiments, the inventive systems and methods of the instantinvention can utilize a rule that shares tendered instructions in anypercentage from 1% to 100% will be captured in the database as a “For”vote. In some embodiments, shares tendered at 0% (Do Not Tender) will becaptured as an “Against Vote”. In some embodiments, the inventivesystems and methods of the instant invention can utilize the same schemeto reflect the Tender submission in a vote string.

In some embodiments, the Dutch tender screen will follow the same rulesand requirements as above, but will present the user with multiple pricepoints that they can divide their shares across. In some embodiments,shares spread across price points cannot exceed a total of 100% orshares. In some embodiments, if the aggregate across the price pointsadds up to greater than 100%, an error message will be displayed.

Text:

In some embodiments, when the user has submit a tender election bypressing the ‘SUBMIT’ button on the Vote Tender Page, a pop up will bedisplayed providing the option to Confirm or Cancel the tender election.In some embodiments, a CONFRIM/CANCEL POP-UP includes:

Text:

In some embodiments, this same confirmation screen will be used forDutch and Domestic tender elections. In some embodiments, if the userselects Cancel from the pop-up, they will be taken back to the TenderVoting screen, which will have the previous values cleared and ready fora re-vote. In some embodiments, if the user selects Confirm from thepop-up, they will be directed back to the Vote Tender screen inConfirmation mode.

In some embodiments, a VOTE TENDER SCREEN—CONFIRMATION MODE can include:

-   -   after the users have selected to confirm their Tender election,        they will be returned to the Vote Tender screen with the        following modifications: the entry fields will be locked and        reflective of the tender elections that were confirmed.

In some embodiments, there will be a confirmation message such as:

Text:

There will be instructions for how to revote if they need to such as:

Text:

A non-limiting example of the Tender voting screen is shown in FIG. 2 .In some embodiments, the new text input fields will only allow integers.In some embodiments, the action class/form data processing will make useof regular expressions to allow only integers. In some embodiments, theregular expression will be as follows:

{circumflex over ( )}([01]?[0-9]?[0-9]|100)

In some embodiments, the form fields will use both front-end and backendvalidation. For example, a non-limiting example of the Tenderconfirmation screen is shown in FIG. 3 .

FIG. 4 illustrates a non-limiting example of the Dutch Tender screen inaccordance with some embodiments of the instant invention. FIG. 5illustrates a non-limiting example of the Dutch Tender vote submittedscreen in accordance with some embodiments of the instant invention.FIG. 6 illustrates a non-limiting example of the Dutch Tenderconfirmation screen in accordance with some embodiments of the instantinvention. In some embodiments, if the total percent of shares tendersis incorrect the following exemplary error message can be shown:

Text:

In some embodiments, the inventive systems and methods of the instantinvention can utilize a tool for setting up screens for tendersubmissions. In some embodiments, an illustrative example such set-uptool is referred to in the description as “ProxyWorkBench.”

In some embodiments, the inventive systems and methods of the instantinvention can utilize at least the following requirements/rules forProxyWorkbench functions.

In some embodiments, since a corporation/business requires the abilityto make the end of a Tender Election period a specific cutoff date andtime, a MEETING ADMINISTRATION tab/functionality of the ProxyWorkbenchmay include a field for the entry of a cutoff time. In some embodiments,the time will be formatted as HH:MM and will be updatable throughout thelife of the meeting.

In some embodiments, the inventive systems and methods of the instantinvention allows users (e.g., corporation, agents of corporations, etc.)to create reports on demand. In some embodiments, ad hoc reportingaccess will be available under a new tab in the ProxyWorkbench called“Tender Administration”. In some embodiments, ad hoc reports will bepulled by a start and end date range and time range. In someembodiments, if no date range is specified (date fields are left blank),all historical information will be pulled. In some embodiments, reportoutput will be on screen and downloadable into a CSV format (commaseparated) output file. In some embodiments, this output should be savedlocally by the user for e-mail to client via locally run encryptionsoftware (e.g., Symantec). In some embodiments, reports will also be runone time per day via a scheduled job (time to be provided by business).In some embodiments, these scheduled reports will beviewable/downloadable via the ProxyWorkbench. In some embodiments, theinventive systems and methods of the instant invention can utilize atleast two types of scheduled reports:

-   -   Last Transaction—Only pulls most recent tender transaction per        control #; and    -   Historical—All tender elections performed against a control #        historically.

In some embodiments, data fields to be pulled into an exemplary reportare to include at least a plurality of the following fields:

-   -   Security Name    -   Job Number    -   Election Date    -   Election Time    -   CUSIP (a 9-character alphanumeric code which identifies a North        American financial security)    -   Class        -   Account Number        -   Number of Shares (total)        -   Percentage Tendered        -   Tendered Shares        -   12 Digit Control Number        -   Tender % @ <price point 1>        -   Election Shares @ <price point 1>        -   Tender % @ <price point 2>        -   Election Shares @ <price point 2>        -   Tender % @ <price point 3>        -   Election Shares @ <price point 3>        -   Tender % @ <price point 4>, and        -   Election Shares @ <price point 4>.

In some embodiments, the votes that are captured for Tender Votes willrequire a new report. In some embodiments, the report will need to showall of the votes that were captured between a time frame. In someembodiments, date and time ranges will be used as input parameters forthe reports. In some embodiments, the new report screen will reside inProxyWorkBench under a new tab called TENDER ADMINISTRATION.

FIG. 7 illustrates a non-limiting example of a tender report webpage inaccordance with some embodiments of the instant invention. In someembodiments, as shown in FIG. 8 , an exemplary search screen inaccordance with some embodiments of the instant invention will be amodal dialog box where the date range and job number will be entered. Insome embodiments, as shown in FIG. 9 , the end user will have theability to download the csv report by clicking the download button.

In some embodiments, since tender meetings are also time sensitive, andthe inventive systems and methods of the instant invention can offer theability to set a cutoff meeting time. In some embodiments, this will beaccomplished by adding the meeting time to the existing meetinginformation screen in the ProxyWorkBench. In some embodiments, thescreen will add one new field that will allow only a time component, asshown in FIG. 10 .

In some embodiments, BUSINESS COMPONENTS may include a proxy voting webcapabilities such as, but not limited to, ProxyVote.com. In someembodiments, proxy voting capabilities are used to allow voting onTender and Dutch Tender Auctions. In some embodiments, a shareholderwill come, for example, using an proxyvote URL and enter his/her controlnumber to login. In some embodiments, the application will recognize thecontrol number entered belongs to a Tender auction (e.g., rule logicbased on the control number assignment, especial tag incorporated withinthe control number, etc.) and will redirect the shareholder to a newvoting page for tender auctions. In some embodiments, if the shareholderhas a PIN then the PIN page will be shown before they are brought to thenew voting page.

In some embodiments, the flag that will signify if this control numberbelongs to a tender will come from the agenda result set when themeeting info is returned. In some embodiments, the new tender flag willbe populated in a database (e.g., AgendaDTO).

In some embodiments, the flow of the application will be modified sowhen a control number is entered the system recognizes it and redirectsto the appropriate page. In some embodiments, the tender vote web pagecan be a web form and have an assigned action class to handle the form.In some embodiments, the instant invention can utilize a configurationfile that can be include code to accommodate the execution of the tendervote web page. For example, the code can include an exemplary functionof:

com.broadridge.datamixer,form.TenderVoteForm extend PVForm, with classvariables:

-   -   String[] tenderForVote    -   String[] tenderAgainstVote

In some embodiments, the inventive systems and methods of the instantinvention can utilize an action class that handle a vote action asfollows:

com.company.datamixer.servlet.TenderVoteAction, using methods of:

-   -   Unspecified    -   validateRequest    -   agenda.

In some embodiments, the inventive systems and methods of the instantinvention can utilize a helper class to capture and store the votes. Insome embodiments, since tender auctions use percentages for votes, theinventive systems and methods of the instant invention can store thevotes in vote_log and vote_log_split_detail tables. In some embodiments,the vote string will be a ‘T’ and will only reside in theproposal_vote_string column. In some embodiments, the directorvote_string will not be used. In some embodiments, thevote_log_split_detail table will use only the for_shares andagainst_shares columns for voting.

In some embodiments, the inventive systems and methods of the instantinvention can utilize a helper class to help the vote action, such asthe following exemplary helper class:

com.company.datamixer.helper.TenderVoteHelper    ShareholderChoicebuildTenderShares (    HttpServletRequest request,    UserDTO userDTO)

In some embodiments, the exemplary ShareholderChoice object can beinstantiated from the ShareholderSplitShares object. In someembodiments, when storing the votes to a database, such as Oracle, aspecifically programmed class method can be utilized, such assplitVoteCaptureUpdate.

In some embodiments, since the proposal vote string and pending statusmust be can be set differently from a process that obtains proxy votesby setting a pending status to null. In some embodiments, the inventivesystems and methods of the instant invention can utilize a Tag (e.g.,alpha-numerical—“T”)) to identify the vote string for the tender votes.

In some embodiments, the inventive systems and methods of the instantinvention can utilize a method and call a stored procedure that will behave at least one or more of the following parameters:

-   -   Timestamp fromDate    -   Timestamp toDate    -   Cursor    -   Sqlcode    -   sqlmssg.

In some embodiments, to add a meeting time functionality, the inventivesystems and methods of the instant invention can include a field forgeneral/meeting information, coded in, for example, Java server page tothe ProxyWorkbench. In some embodiments, the inventive systems andmethods of the instant invention can include coded functions to get andset the meeting time, such as:

-   -   Private String meetingTime;    -   Create getMeetingTime( )    -   Create setMeetingTime(String meetingTime).

In some embodiments, the inventive systems and methods of the instantinvention can utilize a set of object classes in which the meeting Timeis set from a front-end to a form object corresponding to a meetinginformation form. For example, inside a check for theActionValue=“editMeetingInfo” of the MeetingInfoAction class set themeetingTime method of the MeetingInfoForm from the front-end formcapture. In some embodiments, the inventive systems and methods of theinstant invention can utilize, for example, a specialized class objectto pass the meetingTime parameter to a stored procedure inside a methodis responsible for meeting updates.

In some embodiments, the inventive systems and methods of the instantinvention pull data for a search, there is an update of thesearchMeetingDetailsByAgenda method of the MeetingDAO class to get thenew column meetingTime.

In some embodiments, the MeetingInfoHelper class will be modified to getthe meetingTime column and store it into the MeetingDTO class inside thegetMeetingInfo method.

In some embodiments, the inventive systems and methods of the instantinvention can utilize a daily report to show the current days votes. Insome embodiments, the inventive systems and methods of the instantinvention can utilize a batch program. In some embodiments, the batchprogram will be, for example, kicked off each night via an automatedprocess and will simply query the vot_log_split_detail table and tallyup the votes for each day. In some embodiments, the inventive systemsand methods of the instant invention can generate a text file on theserver for ftp and/or email the report out. In some embodiments, thebatch program can utilize a stored procedure usp_pwb_get_tender_vote_logprogrammed into the Proxy Workbench.

In some embodiments, the inventive systems and methods of the instantinvention can utilize a ProxyVote-Tender website to support 401K & ESOPPlan Administrators in capturing employee responses, on voluntarycorporate action events such as Tenders/Dutch Auctions, to include anyevents with Book entry positions. In some embodiments, the inventivesystems and methods of the instant invention can address/minimize one ormore of the following concerns:

-   -   Risk and Liability    -   Ensure that the instructions within the time frame of the event    -   Expedite the reporting of the responses    -   Provide a real time reconciliation when the instructions are        entered    -   Reduce mailing cost.

In some embodiments, the inventive systems and methods of the instantinvention can utilize a letter of transmittal as a source document for awebsite instruction process, programmed in accordance with the instantinvention. In some embodiments, the letter of transmittal can contain aname of the site's URL and directs the shareholder to enter theirinstructions on the site.

In some embodiments, a Tender application can be an intranet tool (e.g.,Proxy Workbench) that is used to modify the site and pull down reports.In some embodiments, the shareholder enters a control number (e.g., a 12digit control number) from the letter of transmittal form on a webpage,as, for example, shown FIG. 11 . In some embodiments, if the number isencoded into a visual presentation code (e.g., QR code, RFID, NFC tag,etc.), the shareholder scans/photograph the visual code using, forexample, its portable device to automatically submit the control number.In some embodiments, the Tender website can display a plurality of thefollowing:

-   -   Current Time    -   Control Number    -   Issuer Description    -   Offer Type    -   Deadline date and time    -   Material links    -   Amount to be tendered box (In the Dutch auction version all of        the eligible prices will be displayed)    -   Amount not to be tendered box    -   Submit button.

In some embodiments, the shareholder reads the hard copy materialsreceived in the mail and/or can click on the links provided on the site.In some embodiments, once the shareholders are ready to make theirelection they enter the appropriate instructions on the site and clickon the Submit button. In some embodiments, they can either print aconfirmation of the transaction or enter additional control numbers ifthey have any.

In some embodiments, Shareholder will enter the percentage (%) amount ofshares to be tendered. In some embodiments, once the percentage (%)amount of shares to be tendered is entered, a not-to-be-tendered boxwill automatically calculate and display the % of shares not tendered.In some embodiments, however if the % exceeds the 100%, an error messagewill display and block the holder from going forward.

In some embodiments, the inventive systems and methods of the instantinvention can capture all of the information entered on the site into adatabase and accessed via a specifically designed application on (e.g.,Proxy Workbench) in the form of at least two reports: a historical (alltransactions for every control number) and/or cumulative (just the lasttransaction for the control number). In some embodiments, thisapplication contains additional functionalities that allow, for example,to upload document links to the site, extend the shareholder expirationfor the event, etc. In some embodiments, upon clicking the Submit buttona confirmation window will be displayed as follows:

-   -   Click on the Confirm button to proceed    -   Click on the Cancel button to Cancel the Instruction.

In some embodiments, upon clicking the “Confirm” button, the responsesare captured and displayed.

In some embodiments, the shareholder can also re-enter instructions ifthe original instructions were incorrect:

-   -   1. Click on the        link to re-enter instructions if the original instructions were        incorrect or    -   2. Click on the        to print a confirmation of the transaction,    -   3. Click on the        if they wish to instruct on another item.

In some embodiments, the shareholder can look to fully automate thenotification and the re-print function, as well as adding functionalitythat can change the text and terms displayed on the site. In someembodiments, the shareholder can track additional Corporate Action likeTransferable and non-Transferable Rights offering or any other offeringwhereby the shares are held in book entry form. In some embodiments, theinventive systems and methods of the instant invention can utilize forany issuer whose shareholders participate in 401K plan that may beimpacted by a C/A or any issuer with book entry share positions.

In some embodiments, the inventive systems and methods of the instantinvention can utilize a website that is used to capture shareholderresponses (instructions) for 401K & Employee Stock Ownership Plan(“ESOP”) “registered” voluntary corporate action events such as Tendersand/or Dutch auction tenders (e.g., Tender Offer, Dutch Auction Tender,All or None Tender, etc.).

FIG. 12 illustrates a screenshot of an exemplary instruction page inaccordance with some embodiments of the instant invention. In someembodiments, the an exemplary instruction page can display a pluralityof the following:

-   -   Current Time    -   Control Number    -   Issuer Description    -   Offer Type    -   Deadline date and time    -   Material links    -   Amount to be tendered box (In the Dutch auction version all of        the eligible prices will be displayed)    -   Amount not to be tendered box    -   Submit button.

FIG. 13 illustrates a screenshot of an exemplary instruction page inaccordance with some embodiments of the instant invention whereshareholder entered an amount of shares tendered and the percentage ofshares not tendered is automatically calculated.

In some embodiments, upon clicking the Submit button a confirmationpop-up window will display:

-   -   a. Click on the Confirm button to proceed    -   b. Click on the Cancel button to Cancel the Instruction

In some embodiments, upon clicking the Confirm button, the instructionsare captured and displayed. In some embodiments, there is a confirmationgenerated in the form shown by an exemplary screenshot of FIG. 14 . Insome embodiments, after the confirmation, the shareholder can do, forexample, one of the following:

-   -   a. Click on the “CLICK HERE” link to re-enter instructions if        the original instructions were incorrect or    -   b. Click on the Print button to print a confirmation of the        transaction    -   c. Click on the new control Number if they wish to instruct on        another item.

In some embodiments, the exemplary tool of the instant invention,ProxyWorkBench, can be used to:

-   -   Establish the Reply Deadline Time    -   Extend the Reply Deadline    -   Upload Mailing Documents    -   Generate Client Reports.

FIG. 15 illustrates a screenshot of an exemplary General Admin Tab ofthe tool ProxyWorkBench page with the “Tender Admin” tab in accordancewith some embodiments of the instant invention which can be used for:

-   -   Establish the Reply Deadline Time    -   Extend the Reply Deadline    -   Upload Mailing Documents.

In some embodiments, a user can use the “Tender Admin” tab to establishthe reply deadline time:

-   -   Type in the job number    -   Click on the search button    -   Then click on the job number link.

As shown in FIG. 10 , in some embodiments, the user can enter the replytime deadline in the meeting time box. In some embodiments, the user canalso update the reply deadline date if the offer is extended by enteringthe new replay deadline date in the meeting date box. In someembodiments, the inventive systems and methods of the instant inventionelectronically receives (e.g., via upload, etc.) documents. In someembodiments, the Tender Admin Tab of FIG. 15 can be selected to, forexample, generate one or more of the following reports, as shown in FIG.16 :

-   -   Historical—All instructions for every control number    -   Cumulative—Just the final instruction for every control number.

In some embodiments, the Tender Admin Tab is used for:

-   -   Select the report type and then type the Job number in the Job        number box    -   Select the date range, if left blank, the default will be all        instructions for the job    -   Download/transmit report(s) in any suitable computer format        (e.g., exl, csv, etc.).

In some embodiments, as illustrated in FIG. 17 by a screenshot of anexemplary retort, the inventive systems and methods of the instantinvention allow users to design reports that can include information fora plurality of the following criteria:

-   -   Security Name    -   Job Number    -   Election date    -   Election time    -   CUSIP    -   Class    -   Account Number    -   Number of shares    -   Percentage tendered    -   Percentage not tendered    -   Tendered shares    -   Control Number    -   Percentage tendered, and    -   Election shares.

Illustrative Operating Environments For Some Embodiments

FIG. 18 illustrates a computer system in accordance with someembodiments of the present invention. However, not all of thesecomponents may be required to practice the invention, and variations inthe arrangement and type of the components may be made without departingfrom the spirit or scope of the invention. In some embodiment, theinventive exchange system processes information related to a largenumber of shareholders (e.g., at least 10,000; at least 100,000; atleast 1,000,000, etc.) and concurrent transactions (e.g., at least10,000; at least 100,000; at least 1,000,000, etc.). In otherembodiments, the inventive exchange computer system is based on ascalable computer and network architecture that incorporates variesstrategies for assessing the data, caching, searching, and databaseconnection pooling. An example of the scalable architecture is anarchitecture that is capable of operating multiple servers. In someembodiments, the computing system in accordance with the instantinvention may include, but not limiting to, one or more programmedcomputers, systems employing distributed networking, or other type ofsystem that might be used to transmit and process electronic data.

In some embodiments, client devices (e.g., computers, mobile device,etc.) 102-104 of, for example, custodians of financial information(e.g., banks, brokerages, etc.) and/or dhareholders include virtuallyany computing device capable of receiving and sending a message over anetwork, such as network 105, to and from another computing device, suchas servers (e.g., the inventive systems) 106 and 107, each other, andthe like. In some embodiments, the set of such devices includes devicesthat typically connect using a wired communications medium such aspersonal computers, multiprocessor systems, microprocessor-based orprogrammable consumer electronics, network PCs, and the like. In someembodiments, the set of such devices also includes devices thattypically connect using a wireless communications medium such as cellphones, smart phones, pagers, walkie talkies, radio frequency (RF)devices, infrared (IR) devices, CBs, integrated devices combining one ormore of the preceding devices, or virtually any mobile device, and thelike. Similarly, In some embodiments, client devices 102-104 are anydevice that is capable of connecting using a wired or wirelesscommunication medium such as a PDA, POCKET PC, wearable computer, andany other device that is equipped to communicate over a wired and/orwireless communication medium.

In some embodiments, client devices 102-104 are further configured toreceive a message from the another computing device employing anothermechanism, including, but not limited to email, Short Message Service(SMS), Multimedia Message Service (MMS), instant messaging (IM),internet relay chat (IRC), mIRC, Jabber, and the like.

In some embodiments, network 105 is configured to couple one computingdevice to another computing device to enable them to communicate. Insome embodiments, network 105 is enabled to employ any form of computerreadable media for communicating information from one electronic deviceto another. Also, In some embodiments, network 105 includes a wirelessinterface, and/or a wired interface, such as the Internet, in additionto local area networks (LANs), wide area networks (WANs), directconnections, such as through a universal serial bus (USB) port, otherforms of computer-readable media, or any combination thereof. In someembodiments, on an interconnected set of LANs, including those based ondiffering architectures and protocols, a router acts as a link betweenLANs, enabling messages to be sent from one to another.

Also, in some embodiments, communication links within LANs typicallyinclude twisted wire pair or coaxial cable, while communication linksbetween networks may utilize analog telephone lines, full or fractionaldedicated digital lines including T1, T2, T3, and T4, IntegratedServices Digital Networks (ISDNs), Digital Subscriber Lines (DSLs),wireless links including satellite links, or other communications linksknown to those skilled in the art. Furthermore, In some embodiments,remote computers and other related electronic devices could be remotelyconnected to either LANs or WANs via a modem and temporary telephonelink. In essence, In some embodiments, network 105 includes anycommunication method by which information may travel between clientdevices 102-104, and servers 106 and 107.

FIG. 19 shows another exemplary embodiment of the systems computer andnetwork architecture that supports a computer systems system inaccordance with some embodiments of the instant invention. The clientdevices of custodians of financial information (banks, brokerages, etc.)and/or shareholders 202 a, 202 b thru 202 n (e.g., computers, mobiledevice, smart routers, etc.) shown each comprises a computer-readablemedium, such as a random access memory (RAM) 208 coupled to a processor210. The processor 210 executes computer-executable program instructionsstored in memory 208. Such processors comprise a microprocessor, anASIC, and state machines. Such processors comprise, or are be incommunication with, media, for example computer-readable media, whichstores instructions that, when executed by the processor, cause theprocessor to perform the steps described herein. Embodiments ofcomputer-readable media include, but are not limited to, an electronic,optical, magnetic, or other storage or transmission device capable ofproviding a processor, such as the processor 210 of client 202 a, withcomputer-readable instructions. Other examples of suitable mediainclude, but are not limited to, a floppy disk, CD-ROM, DVD, magneticdisk, memory chip, ROM, RAM, an ASIC, a configured processor, alloptical media, all magnetic tape or other magnetic media, or any othermedium from which a computer processor can read instructions. Also,various other forms of computer-readable media transmit or carryinstructions to a computer, including a router, private or publicnetwork, or other transmission device or channel, both wired andwireless. The instructions comprise code from any computer-programminglanguage, including, for example, C, C++, C #, Visual Basic, Java,Python, Perl, and JavaScript.

Client devices 202 a-n also comprise a number of external or internaldevices such as a mouse, a CD-ROM, DVD, a keyboard, a display, or otherinput or output devices. Examples of client devices 202 a-n are personalcomputers, digital assistants, personal digital assistants, cellularphones, mobile phones, smart phones, pagers, digital tablets, laptopcomputers, Internet appliances, and other processor-based devices. Ingeneral, a client device 202 a is any type of processor-based platformthat is connected to a network 206 and that interacts with one or moreapplication programs. Client devices 202 a-n operate on any operatingsystem capable of supporting a browser or browser-enabled application,such as Microsoft™, Windows™, or Linux. The client devices 202 a-n showninclude, for example, personal computers executing a browser applicationprogram such as Microsoft Corporation's Internet Explorer™, AppleComputer, Inc.'s Safari™, Mozilla Firefox, and Opera.

Through the client devices 202 a-n,users/investors/employees/shareholders 212 a-n can communicate over thenetwork 206 with the inventive systems of the instant invention, eachother and with other systems and devices coupled to the network 206. Asshown in FIG. 2 , server devices 204 and 213 (e.g., for the inventivesystems) are also coupled to the network 206.

For purposes of the instant description, the terms “cloud,” “Internetcloud,” “cloud computing,” “cloud architecture,” and similar termscorrespond to at least one of the following: (1) a large number ofcomputers connected through a real-time communication network (e.g.,Internet); (2) providing the ability to run a program or application onmany connected computers (e.g., physical machines, virtual machines(VMs)) at the same time; (3) network-based services, which appear to beprovided by real server hardware, and are in fact served up by virtualhardware (e.g., virtual servers), simulated by software running on oneor more real machines (e.g., allowing to be moved around and scaled up(or down) on the fly without affecting the end user). In someembodiments, the instant invention offers/manages the cloudcomputing/architecture as, but not limiting to: infrastructure a service(IaaS), platform as a service (PaaS), and software as a service (SaaS).FIGS. 20 and 21 illustrate schematics of exemplary implementations ofthe cloud computing/architecture.

Of note, the embodiments described herein may, of course, be implementedusing any appropriate computer system hardware and/or computer systemsoftware. In this regard, those of ordinary skill in the art are wellversed in the type of computer hardware that may be used (e.g., amainframe, a mini-computer, a personal computer (“PC”), a network (e.g.,an intranet and/or the internet)), the type of computer programmingtechniques that may be used (e.g., object oriented programming), and thetype of computer programming languages that may be used (e.g., C++,Basic, AJAX, Javascript). The aforementioned examples are, of course,illustrative and not restrictive.

In some embodiments, the instant invention provides a the instantinvention provides a computer-implemented method that includes at leaststeps of: receiving, by a specifically programed processing computersystem, an electronic Tender voting request to conduct at least oneTender voting; where the electronic Tender voting request identifies atleast the following: i) at least one security of at least one issuer,and ii) a Tender deadline for the at least one Tender voting to submitTender votes, iii) at least one condition of the at least one Tendervoting; where the at least one Tender voting is limited to a pluralityof employees who has owned shares of the at least one issuer at a recorddate via at least one of: i) at least one 401K plan, and ii) at leastone employee stock ownership plan (ESOP); where the at least one Tendervoting is selected from the group of Tender voting types consisting of:i) a Tender offer, ii) an All-or-None Tender offer, and iii) a DutchTender auction; based on the electronic Tender voting request,identifying, by the specifically programed processing computer system,the plurality of employees who own the shares of the at least one issueron the record date; generating, by the specifically programed processingcomputer system, a Tender control number for each employee of theplurality of employees; where the Tender control number includes atleast at least one Tender tag; where the Tender control number isassociated in data records with at least: i) such employee, and ii) anamount of the shares of the at least one issuer that such employee hasowned on the record date; transmitting, by the specifically programedprocessing computer system, to each employee of the plurality ofemployees, a Tender vote invitation to submit a Tender vote in the atleast one Tender voting; where the Tender vote invitation includes atleast the Tender control number encoded within the Tender voteinvitation; receiving, by the specifically programed processing computersystem, the Tender control number from a respective employee; inresponse to the receiving the Tender control number, generating, by thespecifically programed processing computer system, a plurality ofprogrammed visual computer screens to allow such respective employee tosubmit the Tender vote; where the plurality of programmed visualcomputer screens are configured to at least: i) show at least one entrychoice based on a particular Tender voting type, ii) automaticallycalculate at least the following: a reminder of shares to be Tendervoted based on a number of shares identified by such respective employeein a first entry choice; a total percentage of shares allocated by suchrespective employee during the Tender voting; iii) confirm suchrespective employee's Tender vote; iv) allow such respective employee toautomatically change a previous Tender vote when such respectiveemployee revises the previous Tender vote before the Tender deadline;recording, in real time, by the specifically programed processingcomputer system, a plurality of Tender votes of the plurality ofemployees as submitted Tender votes; and dynamically outputting, by thespecifically programed processing computer system, at least one reportidentifying a progress of the at least one Tender voting.

In some embodiments, the at least one report can be based on at leastone of the following criteria: i) a security name, ii) a job number,iii) an election date, iv) an election time, v) a CUSIP, vi) at leastone class, vii) an account number, viii) a number of shares, ix) apercentage tendered, x) a percentage not tendered, xi) Tendered shares,xii) the Tender control number, and

xiii) election shares. In some embodiments, the at least one report canbe based on at least one of the following: i) historical informationregarding all instructions for every Tender control number; and ii)cumulative information regarding a final instruction for every Tendercontrol number. In some embodiments, the plurality of programmed visualcomputer screens are further configured to at least: generate at leastone error message when at least one submission of such respectiveemployee for the at least one entry choice violates at least onepre-determine Tender rule, Tender calculation, or both. In someembodiments, the Tender vote invitation includes at least at least oneURL encoded with the Tender control number. In some embodiments, thereceiving the Tender control number from such respective employeefurther includes at least: receiving the Tender control number inresponse to an activation at least one URL encoded with the Tendercontrol number by such respective employee. In some embodiments, theTender vote invitation includes at least at least one visualpresentation code encoded with the Tender control number.

In some embodiments, the instant invention provides a specificallyprogrammed system that includes at least the following components: atleast one programmed computer, having a non-transient computer tangiblereadable medium having stored thereon software instructions executableby at least one processor of the computer, where the softwareinstructions include at least: code to receive an electronic Tendervoting request to conduct at least one Tender voting; where theelectronic Tender voting request identifies at least the following: i)at least one security of at least one issuer, and ii) a Tender deadlinefor the at least one Tender voting to submit Tender votes, iii) at leastone condition of the at least one Tender voting; where the at least oneTender voting is limited to a plurality of employees who has ownedshares of the at least one issuer at a record date via at least one of:i) at least one 401K plan, and ii) at least one employee stock ownershipplan (ESOP); where the at least one Tender voting is selected from thegroup of Tender voting types consisting of: i) a Tender offer, ii) anAll-or-None Tender offer, and iii) a Dutch Tender auction; based on theelectronic Tender voting request, code to identify the plurality ofemployees who own the shares of the at least one issuer on the recorddate; code to generate a Tender control number for each employee of theplurality of employees; where the Tender control number includes atleast at least one Tender tag; where the Tender control number isassociated in data records with at least: i) such employee, and ii) anamount of the shares of the at least one issuer that such employee hasowned on the record date; code to transmit, to each employee of theplurality of employees, a Tender vote invitation to submit a Tender votein the at least one Tender voting; where the Tender vote invitationincludes at least the Tender control number encoded within the Tendervote invitation; code to receive the Tender control number from arespective employee; in response to the receiving the Tender controlnumber, code to generate a plurality of programmed visual computerscreens to allow such respective employee to submit the Tender vote;where the plurality of programmed visual computer screens are configuredto at least: i) show at least one entry choice based on a particularTender voting type, ii) automatically calculate at least the following:a reminder of shares to be Tender voted based on a number of sharesidentified by such respective employee in a first entry choice; a totalpercentage of shares allocated by such respective employee during theTender voting; iii) confirm such respective employee's Tender vote; iv)allow such respective employee to automatically change a previous Tendervote when such respective employee revises the previous Tender votebefore the Tender deadline; code to record, in real time, a plurality ofTender votes of the plurality of employees as submitted Tender votes;and code to dynamically output at least one report identifying aprogress of the at least one Tender voting.

While a number of embodiments of the present invention have beendescribed, it is understood that these embodiments are illustrativeonly, and not restrictive, and that many modifications may becomeapparent to those of ordinary skill in the art. Further still, thevarious steps may be carried out in any desired order (and any desiredsteps may be added and/or any desired steps may be eliminated).

What is claimed is:
 1. A computer-implemented method, comprising:receiving, by a specifically programed processing computer system, anelectronic voting request to conduct at least one voting; based on theelectronic voting request, identifying, by the specifically programedprocessing computer system, a plurality of users who own the shares ofthe at least one issuer on the record date; generating, by thespecifically programed processing computer system, for each user of theplurality of users, a vote invitation to submit a vote in the at leastone voting; wherein the vote invitation comprises a vote control numberencoded within the vote invitation; in response to the receiving thevote control number, generating, by the specifically programedprocessing computer system, a plurality of programmed visual computerscreens to allow such respective user to submit the vote.
 2. The methodof claim 1, wherein the vote invitation is based on at least one of thefollowing criteria: i) a security name, ii) a job number, iii) anelection date, iv) an election time, v) a CUSIP, vi) at least one class,vii) an account number, viii) a number of shares, ix) a percentagetendered, or x) any combination thereof.
 3. The method of claim 1,wherein the vote invitation is based on at least one of the following:i) historical information regarding all instructions for every votecontrol number, or ii) cumulative information regarding a finalinstruction for every vote control number.
 4. The method of claim 1,wherein the plurality of programmed visual computer screens are furtherconfigured to at least: generate at least one error message when atleast one submission of such respective user violates at least onepre-determined vote rule, at least one pre-determined vote calculation,or both.
 5. The method of claim 1, wherein the vote invitation comprisesat least one URL encoded with the vote control number.
 6. The method ofclaim 5, comprising: receiving the vote control number in response to anactivation, by such respective user, the at least one URL encoded withthe vote control number.
 7. The method of claim 1, wherein the voteinvitation comprises at least one visual presentation code encoded withthe vote control number.
 8. A computer system, comprising: at least oneprogrammed computer, having a non-transient computer tangible readablemedium having stored thereon software instructions executable by atleast one processor of the computer, wherein the software instructionscomprise: code to: receive an electronic voting request to conduct atleast one voting; based on the electronic voting request, identify aplurality of users who own the shares of the at least one issuer on therecord date; generate, for each user of the plurality of users, a voteinvitation to submit a vote in the at least one voting; wherein the voteinvitation comprises a vote control number encoded within the voteinvitation; in response to the receiving the vote control number,generate a plurality of programmed visual computer screens to allow suchrespective user to submit the vote.
 9. The system of claim 8, whereinthe vote invitation is based on at least one of the following criteria:i) a security name, ii) a job number, iii) an election date, iv) anelection time, v) a CUSIP, vi) at least one class, vii) an accountnumber, viii) a number of shares, ix) a percentage tendered, or x) anycombination thereof.
 10. The system of claim 8, wherein the voteinvitation is based on at least one of the following: i) historicalinformation regarding all instructions for every vote control number, orii) cumulative information regarding a final instruction for every votecontrol number.
 11. The system of claim 8, wherein the plurality ofprogrammed visual computer screens are further configured to at least:generate at least one error message when at least one submission of suchrespective user violates at least one pre-determined vote rule, at leastone pre-determined vote calculation, or both.
 12. The system of claim 8,wherein the vote invitation comprises at least one URL encoded with thevote control number.
 13. The system of claim 12, wherein the softwareinstructions comprise: code to receive the vote control number inresponse to an activation, by such respective user, the at least one URLencoded with the vote control number.
 14. The system of claim 8, whereinthe vote invitation comprises at least one visual presentation codeencoded with the vote control number.